SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

COMPUTER TASK GROUP, INCORPORATED

(Name of Issuer)

Common Stock, Par Value $.01 Per Share

205477 10 2

(CUSIP Number)

Peter P. Radetich, Esq.

General Counsel and Secretary

Computer Task Group, Incorporated

800 Delaware Avenue

Buffalo, New York 14209

Tel. 716-882-8000

Fax. 716-887-7370

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 1, 2014

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 205477102

1.	Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person: Computer Task Group, Incorporated Stock Employee Compensation Trust South Dakota Trust Company LLC, Trustee Buffalo CTG LLC, Investment Advisor, Distribution Advisor and Trust Protector I.R.S. Id No. 16-1453664
2.	Check the Appropriate Box if a Member of a Group (a)  ¨        (b)  ¨
3.	SEC Use Only:
4.	Source of Funds: SC
5.	Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨.
6.	Citizenship or Place of Organization: South Dakota
Number of shares beneficially owned by each reporting person with:		7.	Sole Voting Power: 3,304,601
		8.	Shared Voting Power: -0-
		9.	Sole Dispositive Power: -0-
		10.	Shared Dispositive Power: 3,304,601
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 3,304,601
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares     ¨
13.	Percent of Class Represented by Amount in Row (11): 17.8
14.	Type of Reporting Person: EP, 00

SCHEDULE 13D

Item 1. Security and Issuer.

Item 1 is hereby amended and restated as follows:

This amendment No. 10 amends the statement on Schedule 13D (the “Statement”) filed by the Trust (defined below) on October 31, 2007 with the Securities and Exchange Commission (the “SEC”), as previously amended by the following amendments:

(1) Amendment No. 1 filed with the SEC on December 14, 1994;

(2) Amendment No. 2 filed with the SEC on August 26, 1997;

(3) Amendment No. 3 filed with the SEC on May 21, 1998;

(4) Amendment No. 4 filed with the SEC on May 21, 1999;

(5) Amendment No. 5 filed with the SEC on November 8, 1999;

(6) Amendment No. 6 filed with the SEC on October 10, 2003;

(7) Amendment No. 7 filed with the SEC on February 2, 2006;

(8) Amendment No. 8 filed with the SEC on March 19, 2007; and

(9) Amendment No. 9 filed with the SEC on October 31, 2007

relating to the Common Stock, $.01 par value (the “Common Stock”) of Computer Task Group, Incorporated, a New York corporation (the “Issuer” or “CTG”). The principal executive offices of the Issuer are located at 800 Delaware Avenue, Buffalo, New York 14209.

Item 2. Identity and Background

Item 2 is hereby amended and restated as follows:

This statement is being filed by the Computer Task Group, Incorporated Stock Employee Compensation Trust (the “Trust”), which was created by a trust agreement, dated May 3, 1994, between the Issuer and Thomas R. Beecher, Jr. (“Beecher”), a resident of New York and the trustee of the Trust at that time. Effective as of January 1, 2014, Beecher resigned as trustee of the Trust and South Dakota Trust Company LLC (the “Trustee”) was appointed by the board of directors of the Issuer as trustee and excluded fiduciary of the Trust. The Trustee is a limited liability company organized under the laws of South Dakota and its business address is 201 South Phillips Avenue, Suite 200, Sioux Falls, South Dakota 57104. The Trustee was appointed as a custodial corporate trustee, which has the effect of changing the trust situs from New York to South Dakota.

The administrative provisions of the Trust were modified to allow the Trust to be directed as to investments and distributions and allow for the appointment of a trust protector (the “Administrative Amendments”) pursuant to the Complete Restatement of the Stock Employee Compensation Trust, filed as Exhibit 10.1 to this Amendment (the “Restated Trust Agreement”). The foregoing summary description of the Administrative Amendments is qualified in its entirety by reference to the complete terms of the Restated Trust Agreement.

Buffalo CTG LLC (“Buffalo CTG”) has accepted appointment as the initial investment advisor, initial member of the distribution committee and initial trust protector of the Trust. Buffalo CTG is a limited liability company organized under the laws of South Dakota and its registered address is 201 South Phillips Avenue, Suite 200, Sioux Falls, South Dakota 57104. Thomas R. Beecher, Jr. (“Beecher”), Luke T. Jacobs (“Jacobs”) and Lee C. Wortham (“Wortham”) are the members of Buffalo CTG; Beecher is the manager. Beecher, Jacobs and Wortham, who are all U.S. citizens, are financial advisors in Buffalo, New York with Barrantys LLC. The business address of Beecher, Jacobs and Wortham, is 120 West Tupper Street, Buffalo, New York 14201.

During the last five years, neither the Trust, the Trustee, Buffalo CTG, Beecher, Jacobs, nor Wortham, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 5. Interest in Securities of the Issuer

The first and second sentences of the first paragraph of Item 5 are hereby amended and restated as follows:

The Trust beneficially owns 3,304,601shares of Common Stock (the “Shares”) as to which it may be deemed to have sole voting power and shared dispositive power. The Shares constitute 17.8% of the outstanding Common Stock.

The Trust has effected the following transfers of common stock of the Issuer during the 60 days prior to the date hereof: None.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.

Item 6 is amended and supplemented by the following information:

Effective as of January 1, 2014, the Issuer and the Trustee executed the Restated Trust Agreement in connection with the change in the trustee and the Administrative Amendments described in Item 2 of this Amendment No. 10.

Effective as of January 1, 2014, the Issuer, the Trustee, Buffalo CTG, Beecher, Jacobs and Wortham entered into an Agreement of Representation and Indemnity, filed as Exhibit 10.2

to this Amendment (the “Representation Agreement”). Under the Representation Agreement, among other things, the Issuer agrees to indemnify and advance expenses to the Trustee, Buffalo CTG, Beecher, Jacobs and Wortham in connection with any action, suit or proceeding arising from their status as a trustee or other advisor of the Trust. The foregoing summary description of the Representation Agreement is qualified in its entirety by reference to the complete terms of the Representation Agreement.

Item 7. Material to be filed as Exhibits.

The following documents are filed as exhibits to this amendment to Schedule 13D:

10.1.	Complete Restatement of the Stock Employee Compensation Trust, dated January 1, 2014, between Computer Task Group, Incorporated and the South Dakota Trust Company LLC, as Trustee.
10.2	Agreement of Representation and Indemnity, dated December 3, 2013, among Computer Task Group, Incorporated, South Dakota Trust Company LLC, Buffalo CTG LLC, Thomas R. Beecher, Jr., Luke T. Jacobs and Lee C. Wortham.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2014	COMPUTER TASK GROUP, INCORPORATED STOCK EMPLOYEE COMPENSATION TRUST
	By:	South Dakota Trust Company LLC, as Trustee
	By:	Buffalo CTG LLC
	By:	/s/ Thomas R. Beecher, Jr.
		Thomas R. Beecher, Jr., Manager

EX-10.1

Exhibit 10.1

COMPLETE RESTATEMENT OF

COMPUTER TASK GROUP, INCORPORATED

STOCK EMPLOYEE COMPENSATION TRUST

[Effective May 3, 1994]

TABLE OF CONTENTS

		Page
ARTICLE 1 Trust, Trustee and Trust Fund			2
1.1	Trust		2
1.2	Trustee		2
1.3	Trust Fund		2
1.4	Trust Fund Subject to Claims		2
1.5	Definitions		2
ARTICLE 2 Contributions and Dividends			5
2.1	Contributions		5
2.2	Dividends		6
ARTICLE 3 Release and Allocation of Company Stock			6
3.1	Available Shares		6
3.2	Allocations		7
3.3	Excess Shares		7
ARTICLE 4 Compensation, Expenses and Withholding			8
4.1	Compensation and Expenses		8
4.2	Withholding of Taxes		8
ARTICLE 5 Administration of Trust Fund			8
5.1	Management and Control of Trust Fund		8
5.2	Investment of Funds		8
5.3	Trustee’s Administrative Powers		9
5.4	Voting and Tendering of Company Stock		10
5.5	Indemnification		11
5.6	General Duty to Communicate to Committee		11
ARTICLE 6 Accounts and Reports of Trustee			11
6.1	Records and Accounts of Trustee		11
6.2	Reports of Trustee		12
6.3	Final Report		12
ARTICLE 7 Succession of Trustee			12
7.1	Resignation of Trustee		12
7.2	Removal of Trustee		12
7.3	Appointment of Successor Trustee		12
7.4	Succession to Trust Fund Assets		13
7.5	Continuation of Trust		13
7.6	Changes in Organization of Trustee		13
7.7	Continuance of Trustee’s Powers in Event of Termination of the Trust		13
ARTICLE 8 Amendment or Termination			13
8.1	Amendments		13

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8.2	Termination	13
8.3	Form of Amendment or Termination	14
ARTICLE 9 Miscellaneous		14
9.1	Controlling Law	14
9.2	Committee Action	14
9.3	Notices	14
9.4	Severability	15
9.5	Protection of Persons Dealing with the Trust	15
9.6	Tax Status of Trust	15
9.7	Participants to Have No Interest in the Company by Reason of the Trust	15
9.8	Nonassignability	16
9.9	Plurals	16
9.10	Counterparts	16
ARTICLE 10 Investment Direction		16
10.1	Investment Advisor	16
ARTICLE 11 Distribution Direction		18
11.1	Distribution Advisor	18
ARTICLE 12 Trust Protector		19
12.1	Appointment of a Trust Protector	19

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COMPUTER TASK GROUP, INCORPORATED

STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT

THIS TRUST AGREEMENT (the “Agreement”) made effective as of January 1, 2014, is made in duplicate this      day of             , 2013, by Computer Task Group, Incorporated, a New York corporation (the “Company”, also herein called “the trustor”) and South Dakota Trust Company LLC (herein called “the trustee”) for the uses and purposes herein stated.

WHEREAS, by agreement dated the 3rd day of May 1994, Computer Task Group, Incorporated, as trustor, and Thomas R. Beecher, Jr., as trustee, entered into a trust agreement; and

WHEREAS, pursuant to ARTICLE 8 of the Agreement, the Company reserved the right to amend the Agreement; and

WHEREAS, the Agreement was subsequently amended in a First Amendment dated the 31st day of October, 2007, and

WHEREAS, the Company does now desire to further amend the Agreement by eliminating ARTICLES 1 through 9, inclusive, of the Agreement and all amendments thereto and restating the Agreement as amended in its entirety.

NOW, THEREFORE, the Agreement is hereby further amended by eliminating ARTICLES 1 through 9, inclusive, of the Agreement and all amendments thereto and restating the Agreement as amended in its entirety in this RESTATEMENT OF COMPUTER TASK GROUP, INCORPORATED STOCK EMPLOYEE COMPENSATION TRUST AGREEMENT such that it shall no longer be necessary to make any reference to the Trust Agreement or any amendments thereto.

W I T N E S S E T H:

WHEREAS, the Company desires to establish a trust (the “Trust”) for the purposes stated in this Agreement:

WHEREAS, the Trustee desires to act as trustee of the Trust, and to hold legal title to the assets of the Trust, in trust, for the purposes hereafter stated and in accordance with the terms hereof;

WHEREAS, the Company and/or its Affiliates (as defined below) have previously adopted the Plans (as defined below);

WHEREAS, the Company desires to provide assurance of the availability of the shares of its common stock to satisfy certain of its obligations or those of its subsidiaries under the Plans;

WHEREAS, the Company desires that the assets to be held in the Trust Fund (as defined below) should be principally or exclusively securities of the Company and, therefore expressly waives any diversification of investments requirement that might otherwise be necessary, appropriate or required pursuant to applicable provisions of law; and

WHEREAS, the Trustee has been appointed as trustee and has accepted such appointment as of the date set forth first above;

NOW, THEREFORE, the parties hereto hereby establish the Trust and agree that the Trust will be comprised, held and disposed of as follows:

ARTICLE 1

Trust, Trustee and Trust Fund

1.1 Trust. This Agreement and the Trust shall be known as the Computer Task Group, Incorporated Stock Employee Compensation Trust. The parties intend that the Trust will be an independent legal entity with title to and power to convey all of its assets. The parties hereto further intend that the Trust not be subject to the Employee Retirement Income Security Act of 1974, as amended, (“ERISA”). The assets of the Trust will be held, invested and disposed of by the Trustee, in accordance with the terms of the Trust. No employee benefit plan of the Company or any Affiliate (including the Plan), or any Participant, is intended to have any claim on, or any beneficial interest in, any assets of the Trust Fund prior to the time such assets are actually distributed to any such Plan as provided in Article 3.

1.2 Trustee. The trustee named above, and its successor or successors, is hereby designated as the Trustee hereunder, to receive, hold, invest, administer and distribute the Trust Fund in accordance with the Trust, the provisions of which shall govern the powers, duties and responsibilities of the Trustee.

1.3 Trust Fund. The trust property shall constitute all property previously transferred to the Trust. The assets held at any time and from time to time under the Trust collectively are herein referred to as the “Trust Fund” and shall consist of contributions received by the Trustee, proceeds of any loans, investments and reinvestment thereof, the earnings and income thereon, less disbursements thereof. Except as herein otherwise provided, title to the assets of the Trust Fund shall at all times be vested in the Trustee and securities that are part of the Trust Fund shall be held in such manner that the Trustee’s name and the fiduciary capacity in which the securities are held are fully disclosed, subject to the right of the Trustee to hold title or in the name of a nominee, and the interests of others in the Trust Fund shall be only the right to have such assets received, held, invested, administered and distributed in accordance with the provisions of the Trust.

1.4 Trust Fund Subject to Claims. Notwithstanding any provision of this Agreement to the contrary, the Trust Fund shall at all times remain subject to the claims of the Company’s general creditors.

1.5 Definitions. In addition to the terms defined in the preceding portions of the Trust, the following terms shall have the meanings set forth below unless the context clearly indicates otherwise:

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(a) Administrator. “Administrator” means the plan administrator of each Plan.

(b) Affiliate. “Affiliate” means any corporation, more than 50% of the voting stock of which is held by the Company, directly or through one or more intermediaries, and any comparable ownership interest in an entity which is not a corporation.

(c) Board of Directors. “Board of Directors” means the board of directors of the Company.

(d) Change of Control. “Change of Control” shall be deemed to have occurred if;

(i) any Person, which shall mean a “person” as such term is used in Sections 13(d) and 24(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, the Trustee, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding voting securities;

(ii) during any period of 24 consecutive months, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board, or whose nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors (other than in connection with a contested election) before the beginning of the period cease, for any reason, to constitute at least a majority thereof;

(iii) the stockholders of the Company approve (1) a plan of complete liquidation of the Company or (2) the sale or disposition by the Company of all or substantially all of the Company’s assets unless the acquirer of the assets or its directors shall meet the conditions for a merger or consolidation in subparagraphs (iv)(a) or (iv)(b); or

(iv) the stockholders of the Company approve a merger or consolidation of the Company with any other company other than:

(a) such a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 70% of the combined voting power of the Company’s or such surviving entity’s outstanding voting securities immediately after such merger of consolidation; or

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(b) such a merger or consolidation which would result in the directors of the Company who were directors immediately prior thereto continuing to constitute more than 50% of the directors of the surviving entity immediately after such merger or consolidation.

In this paragraph (iv), “surviving entity” shall mean only an entity in which all of the Company’s stockholders immediately before such merger or consolidation become stockholders by the terms of such merger or consolidation, and the phrase “directors of the Company who were directors immediately prior thereto” shall include only individuals who were directors of the Company at the beginning of the 24 consecutive month period preceding the date of such merger or consolidation, or who were new directors (other than any director nominated in connection with a contested election or designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraph (i), (iii) (2), (iv) (a) or (iv) (b) of this Subsection) whose election by the Board, or whose nomination for election by the Company’s stockholders, was approved by a vote of at least two-thirds (2/3) of the directors before the beginning of such period.

(e) Code. “Code” means the Internal Revenue Code of 1986, as amended.

(f) Committee. “Committee” means the Compensation Committee of the Board of Directors, which is charged with administration of the Trust. With respect to its administration of the Trust, the Committee shall consider recommendations received by it from an administrative committee of the Company comprised of the Chairman of the Board and Chief Executive Officer, the President and Chief Operating Officer, the Executive Vice President of Human Resources, and the Vice President and Chief Financial Officer.

(g) Company. “Company” means Computer Task Group, Incorporated, a New York corporation, or any successor thereto.

(h) Company Stock. “Company Stock” means shares of common stock, $.01 par value, issued by the Company, or any successor securities thereto.

(i) Extraordinary Dividend. “Extraordinary Dividend” means any dividend or other distribution of cash or other property (other than Company Stock) made with respect to Company Stock, which the Committee declares to be other than an ordinary dividend with respect to Company Stock held by the Trust.

(j) Fair Market Value. “Fair Market Value” means as of any date the average of the highest and lowest reported sales prices on such date (or if such date is not a trading day, then the most recent prior date which is a trading day) of a share of Company Stock as reported on the composite tape, or similar reporting system, for issues listed on the New York Stock Exchange (or, if the Company Stock is no longer traded on the New York Stock Exchange, on such other national securities exchange on which the Company Stock is listed or national securities or central market system upon which transactions in Company Stock are reported, as either shall be designated by the Committee for the purposes hereof) or if sales of Company Stock are not reported in any manner specified above, the average of the high bid and low asked

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quotations on such date (or if such date is not a trading day, then on the most recent prior date which is a trading day) in the over-the-counter market as reported by the National Association of Securities Dealers’ Automated System or, if not so reported, by National Quotation Bureau, Incorporated or similar organization selected by the Committee.

(k) Loan. “Loan” means any loan or extension of credit to the Trust from the Company evidenced by the promissory note made by the Trustee with which the Trustee purchases Company Stock in an open-market transaction, private transaction or, with the consent of the Board of Directors, from the treasury of the Company.

(l) Participant. “Participant” means as of any date any individual who is employed by the Company or any affiliate of the Company as of such date and is a participant in any of the Plans.

(m) Person. “Person” means any individual, corporation, or other party that may properly be granted trust powers under the laws of the State of South Dakota.

(n) Plan or Plans. “Plan” or “Plans” means any plan, contract, program, agreement, or arrangement listed on Exhibit A hereto. The Committee, in its sole discretion, may add to or delete from Exhibit A any plan, contract, program, agreement, or arrangement for the benefit of employees or directors of the Company or its Affiliates.

(o) Suspense Account. “Suspense Account” means a separate account to be maintained by the Trustee to hold Excess Shares pursuant to the terms of Article 3 hereof.

(p) Target Value. “Target Value” means with respect to each calendar quarter in each Trust Year the total of the amounts the Committee, in its discretion, designate to the Trustee that shall be transferred to each of the Plans.

(q) Trust Year. “Trust Year” means each calendar year, notwithstanding the foregoing, the first Trust Year shall be the period commencing on the effective date of the Trust and ending on December 31, 1994,

ARTICLE 2

Contributions and Dividends

2.1 Contributions. The Company hereby contributes to the Trust Fund and the Trustee agrees to hold in Trust the property previously transferred to the Trust comprising the initial principal of the Trust Fund. The Trustee, shall, as directed by the Committee, use the initial principal of the Trust to purchase shares of Company Stock through open-market purchases, private transactions, or, with the Board of Directors consent, purchases from the treasury of the Company. The Company, in its sole discretion, may at any time, or from time to time, make additional deposits of cash or other property in trust with the Trustee to become part of the principal to be held, administered and disposed of by the Trustee as provided in the Trust. Additionally, for each calendar quarter in each Trust Year, (i) the Company and its Affiliates may contribute to the Trust in cash such amount, which together with dividends, as provided in Section 2.2, and any other earnings of the Trust, which shall enable the Trustee to make all payments of principal and interest due under a Loan on a timely basis, in which case, unless

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otherwise expressly provided herein, the Trustee shall apply all such contributions, dividends and earnings to the payment of principal and interest due under a Loan, or (ii) if, at the end of any calendar quarter in each Trust Year, any such contribution has not been made in cash, such contribution shall be deemed to have been made in the form of forgiveness of principal and interest on a Loan from the Company to the Trustee to the extent of the Company’s failure to make contributions made under clause (i) above. All contributions made under the Trust shall be delivered to the Trustee. The Trustee shall be accountable for all contributions received by it, but shall have no duty to require any contributions to be made to it.

2.2 Dividends. Except as otherwise provided herein, dividends paid in cash on Company Stock held by the Trust, including Company Stock held in the Suspense Account, shall be applied, immediately upon receipt thereof by the Trustee, to pay interest and to repay or pre-pay scheduled principal due under a Loan, which application shall be in the order such principal payments are due. Extraordinary Dividends shall not be used to pay interest on or principal of a Loan, but shall be invested in additional Company Stock as soon as practicable, except as provided below. Dividends which are not in cash or in Company Stock (including Extraordinary Dividends, or portions thereof) shall be reduced to cash by the Trustee and reinvested in Company Stock as soon as practicable, except as provided below. In the Committee’s discretion, investments in Company Stock may be made through open-market purchases, private transactions, or, with the Board of Directors consent, purchases from the treasury of the Company.

ARTICLE 3

Release and Allocation of Company Stock

3.1 Available Shares. Subject to the other provisions of this Article, upon the payment or forgiveness in any calendar quarter in any Trust Year of any principal on a Loan (a “Principal Payment”), the following number of shares of Company Stock acquired with the proceeds of the Loan shall become available for allocation (“Available Shares”): the number of shares so acquired with the proceeds of the Loan and held in the Trust immediately before such payment or forgiveness (excluding Company Stock held in the Suspense Account), multiplied by a fraction the numerator of which is the amount of the Principal Payment and the denominator of which is the sum of such Principal Payment and the remaining principal of such Loan outstanding after such Principal Payment. No fractional shares of Company Stock shall become Available Shares. If the preceding computation results in fractional shares, the number of Available Shares shall be computed by rounding down to the next whole number. Further, the following shall become Available Shares for a calendar quarter: (i) shares of Company Stock held as part of the Trust Fund not acquired with the proceeds of a Loan and not held in the Suspense Account, (ii) shares of Company Stock not encumbered as collateral with respect to a Loan, as the Committee may designate from time to time to be released from the Suspense Account, and (iii) shares of Company Stock as the Committee may designate from time to time to be released from encumbrance as collateral with respect to a Loan. The Committee shall inform the Trustee of the number of shares of Company Stock that shall become Available Shares from time to time, and the Trustee shall be permitted to rely on the directions provided by the Committee.

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3.2 Allocations. Subject to the provisions of Section 3.3, Available Shares shall be distributed by the Trustee to the Plans listed in Exhibit A as the Trustee shall be directed by the Committee in its discretion. Such transfers shall be made at such time as the Committee, in its sole discretion, shall determine. Further, the Committee, in its discretion, may determine that distributions to Plans shall be made in cash, or property other than Company Stock. In such case, the Committee shall direct the Trustee to sell Available Shares, in an open-market or private transaction, in the amount required to be distributed to a Plan and to distribute the proceeds to such Plan. The Committee shall inform the Trustee of the number of shares of Company Stock or the amount of cash that shall be transferred to a plan from time to time, and the Trustee shall be permitted to rely on the directions provided by the Committee.

3.3 Excess Shares.

(a) To the extent that the Fair Market Value of the shares of the Company Stock that become Available Shares in a calendar quarter of a Trust Year exceeds the Target Value for that calendar quarter, Available Shares with a Fair Market Value equal to such excess shall be “Excess Shares”. For purposes of this Section, the Fair Market Value of shares of Company Stock that become Available Shares shall be determined as of the respective dates shares became Available Shares pursuant to Section 3.1.

(b) As used herein, the term “Shortfall Amount” shall mean the amount by which the Fair Market Value of shares of Company Stock that became Available Shares in any calendar quarter of a Trust Year (determined as of the respective dates that such shares become Available Shares) is less than the Target Value for such calendar quarter. If there is a Shortfall Amount in any prior calendar quarter of any Trust Year, Excess Shares shall be allocated pursuant to Section 3.2 until the aggregate Fair Market Value of Excess Shares (determined as of the respective dates of allocation) which has been allocated under this Subsection for all prior calendar quarters of all Trust Years equals the total of the Shortfall Amounts for all prior calendar quarters of all Trust Years.

(c) If any Excess Shares remain after the application of Section 3.3(b), such Excess Shares shall be held in a Suspense Account, If there is a Shortfall Amount in any later calendar quarter of any Trust Year, Excess Shares shall be removed from such Suspense Account and allocated pursuant to Section 3.2 until the Fair Market Value of Excess Shares so allocated (determined as of the respective dates of allocation) equals such Shortfall Amount.

(d) If any Excess Shares remain in the Suspense Account at the termination of the Trust, such Excess Shares shall be transferred to the Company to be held in its treasury.

(e) The Committee shall inform the Trustee of the number of shares of Company Stock that are Excess Shares from time to time, and direct the Trustee as to the proper application of such Excess Shares to the reduction of Shortfall Amounts and to placement of such Excess Shares in a Suspense Account. The Trustee shall be permitted to rely on the directions provided to him by the Committee.

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ARTICLE 4

Compensation, Expenses and Withholding

4.1 Compensation and Expenses. The Trustee shall be entitled to such reasonable compensation for its services as may be agreed upon from time to time by the Company and the Trustee and to be reimbursed for its reasonable legal, accounting, broker, custodial and appraisal fees, expenses and other charges reasonably incurred in connection with the administration, management, investment and distribution of the Trust Fund. Such amounts shall be paid, and such reimbursement shall be made by the Company. If not paid within 60 days from the date the Company is notified of such fees and expenses, such amounts may be charged against the Trust Fund.

4.2 Withholding of Taxes. While it is anticipated that the Company will make provision for complying with all applicable Federal, state or local withholding requirements, the Trustee may withhold, require withholding, or otherwise satisfy its withholding obligation, on any distribution which it is directed to make, such amount as it may reasonably estimate to be necessary to comply with applicable federal, state and local withholding requirements. Upon settlement of such tax withholding liability, the Trustee shall distribute the balance of such amount, if any. Prior to making any distribution hereunder, the Trustee may require such release or documents from any taxing authority, or may require such indemnity, as the Trustee shall reasonably deem necessary for its protection.

ARTICLE 5

Administration of Trust Fund

5.1 Management and Control of Trust Fund. Subject to the terms of this Agreement, the Trustee shall have exclusive authority, discretion and responsibility to manage and control the assets of the Trust Fund.

5.2 Investment of Funds. Except as otherwise provided in Section 2.2., in this Section or as otherwise directed by the Committee, the Trustee shall invest and reinvest the Trust Fund exclusively in Company Stock, including any accretions thereto resulting from the proceeds of a tender offer, recapitalization or similar transaction which, if not in Company Stock, shall be reduced to cash as soon as practicable. The Trustee may invest the Trust Fund in Company Stock without regard to any law or rule of court concerning diversification, risk or nonproductivity, the applicability of which are hereby fully waived by the Company. The Trustee may, as directed by the Committee, invest any portion of the Trust Fund temporarily pending investment in Company Stock, distribution or payment of expenses in (i) investments in United States government obligations with maturities of less than one year, (ii) interest-bearing accounts including but not limited to certificates of deposit, time deposits, saving accounts and money market accounts with maturities of less than one year in any bank, including the Trustee’s, which accounts are insured by the Federal Deposit Insurance Corporation or other similar federal agency, (iii) obligations issued or guaranteed by any agency or instrumentality of the United States with maturities of less than one year, (iv) short-term discount obligations of the Federal National Mortgage Association or (v) short-term investments of a type then in use by the Company with respect to its own funds. Absent direction from the Committee, the Trustee shall

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invest any portion of the Trust Fund temporarily pending investment in Company Stock, in a short term government securities mutual fund.

5.3 Trustee’s Administrative Powers. Except as otherwise provided herein, and subject to the Trustee’s duties hereunder, the Trustee shall have the following powers and rights, in addition to those provided elsewhere in this Agreement and by law:

(a) to retain any asset of the Trust Fund for the purposes set forth herein;

(b) subject to Section 2.2, Section 5.2, Section 5.4 and Article 3, to sell any Trust Fund assets at public or private sale;

(c) upon direction from the Committee, to borrow from the Company to acquire Company Stock as authorized by this Agreement, to enter into loan agreements upon such terms (including reasonable interest and security for the loan and rights to renegotiate and prepay such loan) as may be determined by the Committee; provided, however, that any collateral given by the Trustee for a Loan shall be limited to cash contributed by the Company to the Trust and dividends paid on Company Stock held in the Trust Fund and Company Stock acquired with the proceeds of a Loan;

(d) with the consent of the Committee, to settle, submit to arbitration, compromise, contest, prosecute or abandon claims and demands in favor of or against the Trust Fund;

(e) subject to Section 5.4, to vote or to give any consent with respect to any securities, including any Company Stock, held by the Trust either in person or by proxy for any purpose;

(f) to exercise any of the powers and rights of an individual owner with respect to any asset of the Trust Fund and to perform any and all other acts that in its judgment are necessary or appropriate for the proper administration of the Trust Fund, even though such powers, rights and acts are not specifically enumerated in the Trust;

(g) to employ such accountants, actuaries, investment bankers, appraisers, other advisors and agents as may be reasonably necessary in collecting, managing, administering, investing, valuing and distributing the Trust’s assets and borrowings of the Trustee made in accordance with Section 5.3(c); and to pay their reasonable fees and expenses, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1;

(h) to cause any asset of the Trust Fund to be issued, held or registered in the Trustee’s individual name or in the name of its nominee, or in such form that title will pass by delivery, provided that the records of the Trustee shall indicate the true ownership of such asset;

(i) to utilize another entity as custodian to hold, but not invest or otherwise manage or control, some or all of the assets of the Trust Fund; and

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(j) to consult with legal counsel (who may, or may not, also be. counsel for the Trustee or the Company generally) with respect to any of its duties or obligations hereunder; and to pay the reasonable fees and expenses of such counsel, which shall be deemed to be expenses of the Trust and for which the Trustee shall be reimbursed in accordance with Section 4.1.

Notwithstanding the foregoing, neither the Trust nor the Trustee shall have any power to, and shall not engage in any activity that could give the trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of Section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Code.

5.4 Voting and Tendering of Company Stock.

(a) The Trustee shall only act with this respect at the direction of the Investment Advisor pursuant to Article 10, herein. Subject to direction by the Investment Advisor, the Trustee shall vote or abstain from voting, all shares of Company Stock held by the Trust on each matter brought before an annual or special stockholders meeting or on each matter with respect to which any written consent of stockholders is to be executed and shall tender or exchange, or shall refrain from tendering or exchanging, shares of Company Stock held by the Trust in any tender offer or exchange offer relating to shares of Company Stock. In exercising such rights, the Trustee agrees to follow the direction of the Investment Advisor, and such Investment Advisor shall consider in connection with such decisions not only the direct financial impact upon the Trust Fund, but also the potential effects, direct or indirect, upon Participants and the Company’s current and former employees. In connection with such deliberations, the Investment Advisor shall undertake, to the extent possible, to obtain information as to how shares of Company Stock previously held in the Trust and currently held by the Plans will be voted, tendered or exchanged. Further, the Investment Advisor agrees to consult with the Board of Directors and the Operating Committee of the Company to obtain their assessment of the effects exercising such rights will have on the Company. Neither the Investment Advisor nor the Trustee shall be held to be in breach of any fiduciary duty for any consideration given to the preceding factors, or such other factors as the Investment Advisor or Trustee in their reasonable judgment determines should be considered.

(b) Without limiting the generality of the foregoing, the Company shall maintain appropriate procedures to ensure that all information relating to voting or tendering of shares of Company Stock held by the Plans and provided to the Trustee are transmitted without being divulged or released to any person affiliated with the Company or its Affiliates not otherwise privy to such information. Except as may be required by law or court order, all such information with respect to voting or tendering, referred to in Section 5.4(a), shall be held confidential by the Trustee and shall not be divulged or released to any person, other than agents of the Trustee who are not affiliated with the Company or its Affiliates.

(c) The Trustee may rely upon a certificate of the trustee of each of the Plans as to (i) the manner and proportions in which voting rights with respect to shares of Company Stock are to be exercised or not exercised by the trustee of such Plan and (ii) the proportions of shares of Company Stock that are to be tendered or exchanged, or not tendered or exchanged, by

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the trustee of such Plan, and such certificate shall constitute full protection to the Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

5.5 Indemnification.

(a) To the extent lawfully allowable, the Company shall and hereby does indemnify and hold harmless the Trustee from and against any claims, demands, actions, administrative or other proceedings, causes of action, liability, loss, costs, damage or expense (including reasonable attorneys’ fees and disbursements) including any liability alleged to have resulted from a violation of the Securities Act of 1933, which may be asserted against it, in any way arising out of or incurred as a result of its action or failure to act in connection with the operation and administration of the Trust; provided that such indemnification shall not apply to the extent that the Trustee has acted in willful or grossly negligent violation of applicable law or its duties under this Trust or in bad faith. The Trustee shall be under no liability to any person for any loss of any kind which may result by reason of any action taken by it in accordance with any direction of the Committee or pursuant to Section 5.4. The Trustee shall be fully protected in acting upon any instrument, certificate, or paper delivered by the Committee, Board of Directors or any trustee of a Plan and believed in good faith by the Trustee to be genuine and to be signed or presented by the proper person or persons, and the Trustee shall be under no duty to make any investigation or inquiry as to any statement contained in any such writing, but may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

(b) The Company may, but shall not be required to, maintain liability insurance to insure its obligations hereunder. If any payments made by the Company of the Trust pursuant to this indemnity are covered by insurance, the Company or the Trust (as applicable) shall be subrogated to the rights of the indemnified party against the insurance company.

(c) Prior to the time the Company determines whether the Trustee shall or shall not be indemnified pursuant to this Section, the Company shall advance to the Trustee any cost or expenses incurred by the Trustee in connection with the defense of any such claims, demands, actions, administrative or other proceedings or other causes of action.

5.6 General Duty to Communicate to Committee. The Trustee shall promptly notify the Committee of all communications with or from any government agency or with respect to any legal proceeding with regard to the Trust and with or from any participant concerning its entitlement under the Trust.

ARTICLE 6

Accounts and Reports of Trustee

6.1 Records and Accounts of Trustee. The Trustee shall maintain accurate and detailed records and accounts of all transactions of the Trust, which shall be available at all reasonable times for inspection or audit by any person designated by the Company and which shall be retained as required by applicable law.

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6.2 Reports of Trustee. The Trustee shall deliver to the Committee a report for the period ending on the last day of each Trust Year, and for each month, a duplicate copy of the custodian’s report listing all securities and other property acquired or disposed of and all receipts, disbursements and other transactions effected by the Trust after the date of the custodian’s last account, and further listing all cash, securities, and other property held by the Trust, together with the Fair Market Value thereof, as of the end of such period. In addition to the foregoing, the report shall contain such information regarding the Trust Fund’s assets and transactions as the Committee in its discretion may reasonably request.

6.3 Final Report. In the event of the resignation or removal of a Trustee hereunder, the Committee may request and the Trustee shall with reasonable promptness submit, for the period ending on the effective date of such resignation or removal, a report similar in form and purpose to that described in Section 6.2.

ARTICLE 7

Succession of Trustee

7.1 Resignation of Trustee. The Trustee or any successor thereto may resign as Trustee hereunder at any time upon delivering a written notice of such resignation, to take effect 30 days after the delivery thereof to the Committee, unless the Committee accepts shorter notice; provided, however, that such resignation shall not be effective until a successor Trustee has assumed the office of Trustee hereunder. In addition, any individual serving as a Trustee shall be deemed to have resigned upon his or her death or if there is filed with the Committee a certification in writing from any attending physician of such individual Trustee that he or she is no longer able to make decisions with respect to financial matters. In such case, the Board of Directors may immediately appoint a successor Trustee pursuant to Section 7.3.

7.2 Removal of Trustee. The Trustee or any successor thereof may be removed by the Company by delivering to the Trustee so removed an instrument executed by the Committee. Such removal shall take effect at the date specified in such instrument, which shall not be less than 30 days after delivery of the instrument, unless the Trustee accepts shorter notice; provided, however, that no such removal shall be effective until a successor Trustee has assumed the office of Trustee hereunder.

7.3 Appointment of Successor Trustee. Whenever the Trustee or any successor thereto shall resign or be removed or a vacancy in the position shall otherwise occur, the Board of Directors shall use its best efforts to appoint one or more Persons as successor Trustee as soon as practicable after receipt by the Committee of a notice described in Section 7,1, or the delivery to the Trustee of a notice described in Section 7.2, as the case may be, but in no event more than 30 days after receipt or delivery, as the case may be, of such notice. A successor Trustee’s appointment shall not become effective until such successor shall accept such appointment by delivering its acceptance in writing to the company. If a successor is not appointed within such 30 day period, the Trustee, at the Company’s expense, may petition a court of competent jurisdiction for appointment of a successor. In any event, the Company or any of its Affiliates may not be appointed as a successor Trustee.

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7.4 Succession to Trust Fund Assets. The title to all property held hereunder shall vest in any successor Trustee acting pursuant to the provisions hereof without the execution or filing of any further instrument, but a resigning or removed Trustee shall execute all instruments and do all acts necessary to vest title in the successor Trustee. Each successor Trustee shall have, exercise and enjoy all of the powers, discretionary and ministerial, herein conferred upon its predecessors. A successor Trustee shall not be obliged to examine or review the accounts, records, or acts of, or property delivered by, any previous Trustee and shall not be responsible for any action or any failure to act on the part of any previous Trustee.

7.5 Continuation of Trust. In no event shall the legal disability, resignation or removal of a Trustee terminate the Trust, but the Board of Directors shall forthwith appoint a successor Trustee in accordance with Section 7.3 to carry out the terms of the Trust.

7.6 Changes in Organization of Trustee. In the event that any corporate Trustee serving hereunder shall be converted into, shall merge or consolidate with, or shall sell or transfer substantially all of its assets and business to, another corporation, state or federal, the corporation resulting from such conversion, merger or consolidation, or the corporation to which such sale or transfer shall be made, shall thereafter become and be the Trustee under the Trust with the same effect as though originally so named but only if such corporation is qualified to be a successor Trustee hereunder.

7.7 Continuance of Trustee’s Powers in Event of Termination of the Trust. In the event of the termination of the Trust, as provided herein, the Trustee shall dispose of the Trust Fund in accordance with the provisions hereof. Until the final distribution of the Trust Fund, the Trustee shall continue to have all powers provided hereunder as necessary or expedient for the orderly liquidation and distribution of the Trust Fund.

ARTICLE 8

Amendment or Termination

8.1 Amendments. Except as otherwise provided herein, the Board of Directors may amend the Trust at any time and from time to time in any manner which it deems desirable, provided however, no amendment may change the duties of the Trustee without the Trustee’s consent, which consent shall not be unreasonably withheld.

Notwithstanding the foregoing, the Board of Directors shall retain the power under all circumstances to amend the Trust to add employee benefit plans to, or delete plans from, Exhibit A and to clarify any ambiguities or similar issues of interpretation in this Agreement.

Notwithstanding any other provision of this Agreement, upon a Change of Control, the Company and the Board of Directors shall have no power to amend the Agreement and the Trust shall become irrevocable.

8.2 Termination. Subject to this Section, the Trust will terminate on the earlier of (a) the date the Trust no longer holds any assets, (b) December 31, 2024 or (c) the date specified in a written notice of termination given by the Board of Directors to the Trustee.

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Upon termination of the Trust other than upon a Change of. Control, the Trustee shall sell all or a portion of the assets of the Trust Fund as directed by the Committee. The proceeds of such sale or the assets then remaining in the Trust Fund shall then be distributed by the Committee to the Plans, used towards repayment of any Loan, or returned to the Company as directed by the Committee in its discretion. After distribution of all assets held in the Trust Fund as directed by the Committee, the Company shall be deemed to have forgiven all amounts then outstanding under any Loan, including accrued and unpaid interest.

The Trust shall become irrevocable and nonamendable and shall terminate automatically upon a Change of Control. The Company shall notify the Trustee of the occurrence of a Change of Control as soon as possible after its occurrence. Immediately upon a termination of the Trust after a Change of Control, the Company shall be deemed to have forgiven all amounts then outstanding under any Loan, including accrued and unpaid interest. As soon as practicable after receiving notice from the Company of a Change of Control, the Trustee shall sell all of the Company Stock and other non-cash assets (if any) then held in the Trust Fund as directed by the Committee. The proceeds of such sale shall first be returned to the Company up to an amount equal to the principal amount of any Loan and any accrued but unpaid interest thereon that was forgiven upon such termination. Any funds remaining in the Trust after such payment to the Company shall be distributed with reasonable promptness to the Plans as directed by the Committee.

8.3 Form of Amendment or Termination. Any amendment or termination of the Trust (other than after a Change of Control) shall be evidenced by an instrument in writing signed by an authorized officer of the Company, certifying that said amendment or termination has been authorized and directed by the Company or the Board of Directors, as applicable, and, in the case of any amendment, shall be consented to by signature of the Trustee or its authorized officer, as the case may be, if required by Section 8.1.

ARTICLE 9

Miscellaneous

9.1 Controlling Law. The laws of the State of South Dakota shall be the controlling law in all matters relating to the Trust, without regard to conflicts of law.

9.2 Committee Action. Any action required or permitted to be taken by the Committee may be taken on behalf of the Committee by any individual so authorized. The Company shall furnish to the Trustee the name and specimen signature of each member of the Committee upon whose statement of a decision or direction the Trustee is authorized to rely. Until notified of a change in the identity of such person or persons, the Trustee shall act upon the assumption that there has been no change.

9.3 Notices. All notices, requests, or other communications required or permitted to be delivered hereunder shall be in writing, delivered by registered or certified mail, return receipt requested, telecopier or hand delivery as follows:

To the Company:	Computer Task Group, Incorporated
	800 Delaware Ave.

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	Buffalo, New York 14209
	Attention: Vice President and General Counsel
	With a copy to:
	Hodgson Russ LLP
	The Guaranty Building
	140 Pearl Street, Suite 100
	Buffalo, NY 14202
To the Trustee:	South Dakota Trust Company LLC
	201 S. Phillips Ave., Ste. 200
	Sioux Falls, SD 57104
With a copy to:	Mary A. Akkerman, Esq.
	Lindquist + Vennum LLP
	101 S. Reid St., Ste. 302
	Sioux Falls, SD 57103
	Buffalo CTG LLC
	c/o Barrantys LLC
	120 W. Tupper St.
	Buffalo, NY 14201

Any party hereto may from time to time, by written notice given as aforesaid, designate any other address to which notices, requests or other communications addressed to it shall be sent.

9.4 Severability. If any provision of the Trust shall be held illegal, invalid or unenforceable for any reason, such provision shall not affect the remaining parts hereof, but the Trust shall be construed and enforced as if said provision and never been inserted herein.

9.5 Protection of Persons Dealing with the Trust. No person dealing with the Trustee shall be required or entitled to monitor the application of any money paid or property delivered to the Trustee, or determine whether or not the Trustee is acting pursuant to authorities granted to it hereunder or to authorizations or directions herein required.

9.6 Tax Status of Trust. It is intended that the Company, as grantor hereunder, be treated as the owner of the entire Trust and the Trust Fund within the meaning of subpart E part 1, subchapter K, chapter 1, subtitle A of the Code. Until advised otherwise, the Trustee in preparing any tax reports or returns may presume that this is the proper tax status of the Trust.

9.7 Participants to Have No Interest in the Company by Reason of the Trust. Neither the creation of the Trust nor anything contained in the Trust shall be construed as giving any person, including any individual employed by the Company or any Affiliate of the Company, any equity or interest in the assets, business or affairs of the Company.

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9.8 Nonassignability. No right or interest of any person to receive distributions from the Trust shall be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including, but not by way of limitation, execution, levy, garnishment, attachment, pledge, or bankruptcy, but excluding death or mental incompetency, and no right or interest of any person to receive distributions from the trust shall be subject to any obligation or liability of such person, including claims for alimony or the support of any spouse or child.

9.9 Plurals. Whenever the context requires or permits, the singular form shall include the plural form and shall be interchangeable.

9.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be considered an original.

ARTICLE 10

Investment Direction

10.1 Investment Advisor. The trust is subject to this Article 10 only during periods in which an Investment Advisor or Advisor is acting. If this paragraph applies to the Trust, it will supersede any conflicting provisions in the trust agreement.

(a) Buffalo CTG LLC is hereby appointed as the initial Investment Advisor. The Board of Directors may remove any Investment Advisor at any time without cause and shall specify the date or circumstances upon which the removal would become effective. The Board of Directors may appoint a successor Investment Advisor to take its place, and shall specify the date or circumstances upon which the appointment would become effective. The Board of Directors may revoke the appointment of an additional or successor Investment Advisor prior to its taking effect. A trustee may be appointed as an Investment Advisor.

(b) A vacancy in the office of the Investment Advisor occurs if: (1) an appointed Investment Advisor rejects its position or has not accepted its position within sixty days of the effective date of the appointment; (2) an Investment Advisor cannot be identified or does not exist; (3) an Investment Advisor resigns or otherwise ceases acting; or (4) an Investment Advisor is removed. If there are more than one Investment Advisors acting at the time of the vacancy and there remains at least one acting Investment Advisor, a vacancy does not need to be filled. If a trust has no then-acting or remaining Investment Advisor, the vacancy may be filled by the Board of Directors.

(c) A party appointed as an Investment Advisor accepts the appointment by providing written notice to the trustee.

(d) An Investment Advisor may resign at any time. The resignation must be in writing, specify its effective date, and be delivered to the Board of Directors, any other Investment Advisor, to any then-acting trustee of the trust.

(e) If at any time there is no Investment Advisor acting, then the trustee of that trust may exercise all rights and powers of the Investment Advisor.

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(f) So long as an Investment Advisor has been appointed, any trustee who is not then serving as an Investment Advisor is deemed an excluded administrative fiduciary pursuant to SDCL § 55-1B-2 and is afforded all protections therein. Despite the general powers of the trustee, the following paragraphs will supersede any conflicting provisions in the Agreement during any period in which the Investment Advisor is acting:

(i) The trustee must follow the written directions of the Investment Advisor with respect to the retention, purchase, sale, or encumbrance of trust property and the investment and reinvestment of principal and income held, the sole authority and discretion for which belongs to the Investment Advisor (provided, however, that the Investment Advisor is not authorized to direct the trustee to purchase any asset that would violate federal, state or local law, or the provisions of this Agreement), and accordingly the trustee has no duty to review or monitor trust investments while the Investment Advisor is acting. The Investment Advisor has full authority to direct the trustee to take any action with respect to the trust assets that the trustee is authorized to take in this Agreement with regard to investment of the trust assets.

(ii) Unless specifically requested to do so in writing by the Investment Advisor, the trustee is under no duty or obligation to forward any investment information regarding the assets or liabilities held in the trust, including but not limited to corporate actions, proxies, securities litigation, prospectuses, and annual company reports. In addition, the trustee is under no duty or obligation to vote any proxies or respond to any corporate actions or securities litigation notices unless specifically directed in writing by the Investment Advisor. If the Investment Advisor chooses not to instruct the trustee with regard to proxies, corporate actions, or securities litigation, the Trustee is not liable for any failure to act. This paragraph shall apply to the provisions set forth in paragraph 5.4, above, and to the extent that an Investment Advisor is then acting, such Investment Advisor’s authority shall be used to direct the Trustee with respect to any duties set forth in paragraph 5.4, above.

(iii) The Investment Advisor, at any time and from time to time, has the power and authority to direct brokerage instructions for any security transactions executed with respect to the trust, provided that the broker selected is acceptable to the corporate trustee as a counter party. In connection therewith, the Investment Advisor may (1) enter into contracts, agreements, or other arrangements as the Investment Advisor deems appropriate with brokers as it selects for ‘receive vs. payment’ or ‘delivery vs. payment’ with respect to security transactions executed in the trust and (2) direct the trustee to pay the compensation and costs of brokers from the trust assets. It is recognized that pursuant to brokerage instructions as the Investment Advisor may direct, the trust may pay more in commissions for the purchase or sale of a particular security than might have been obtained elsewhere. Neither the trustee nor the Investment Advisor has any liability for any differences in brokerage commissions.

(iv) The trustee is not be accountable for any loss or depreciation in value sustained by reason of action (1) taken pursuant to direction of the Investment Advisor or any investment adviser or (2) not taken by reason of disapproval or inaction by the Investment Advisor or any investment manager pursuant to the preceding

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provisions of this paragraph. The foregoing sentence is not be construed as placing any affirmative obligation on the trustee to seek advice and directions from the Investment Advisor or any investment manager under any circumstances, it being the specific intention to relieve and exclude the trustee of all responsibility for investment performance of the trust assets while the Investment Advisor is acting. No person dealing with the trustee is required or privileged to inquire whether there has been compliance with these provisions.

(g) Despite the foregoing provisions of this paragraph, if, in any case of emergency, it is impossible or impracticable for the trustee, as determined solely by the trustee, to obtain the direction of the Investment Advisor with respect to trust investments by reasons of vacancies in the Investment Advisor position or the absence of an acting Investment Advisor, or an incapacity, disability, or other condition preventing the Investment Advisor from acting, then all the rights, powers and discretion conferred upon the Investment Advisor under this paragraph, until the passing of the emergency, vest in and may be exercised by the trustee as fully and effectively as if the rights, powers, and discretion had originally been conferred upon the trustee solely. The trustee incurs no liability for actions taken pursuant to the powers granted by this paragraph in the absence of gross negligence or willful misconduct.

(h) The rights and powers herein conferred on the Investment Advisor are exercisable only in a fiduciary capacity, and any investment manager accepting the delegation of a discretionary function of the Investment Advisor pursuant to this paragraph also is considered to be acting in a fiduciary capacity. By accepting an appointment to serve or act under this Agreement, the Investment Advisor and investment managers are deemed to have consented to submit to the jurisdiction of any courts in which jurisdiction and venue are proper to review the administration of the trust and to be made parties to any proceedings in the courts that place in issue the decisions or actions of the Investment Advisor or investment managers, notwithstanding, with respect to an investment manager, the terms of any investment management agreement or contract.

ARTICLE 11

Distribution Direction

11.1 Distribution Advisor. The following provisions shall apply to supersede or modify the general powers of the trustee as set forth in other Articles of this instrument, where the context admits, during any period in which a Distribution Advisor shall be acting. Buffalo CTG LLC is appointed as the initial Distribution Advisor as contemplated in South Dakota’s chapter on Directed Trusts SDCL 55 – 1B. If at any time there is no Distribution Advisor acting hereunder, then the trustee shall exercise all rights and powers of the Distribution Advisor.

(a) The Distribution Advisor shall direct the trustee with regard to all discretionary distributions of trust property to beneficiaries hereunder, and the trustee is authorized to follow the written directions of the Distribution Advisor with respect thereto (provided, however, that the Distribution Advisor shall not be authorized to direct the Trustee to make any distributions that would violate the provisions of this agreement). The Trustee shall not be accountable for (i) any action taken pursuant to direction of the Distribution Advisor or (ii) inaction of the Distribution Advisor. The rights and powers conferred on the Distribution

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Advisor shall be exercisable only in a fiduciary capacity. By accepting an appointment to serve or act hereunder such Distribution Advisor shall be deemed to have consented to submit to the jurisdiction of any courts in which jurisdiction and venue are proper to review the administration of the Trust and to be made a party to any proceedings in such courts that place in issue the decisions or actions of such Distribution Advisor.

(b) Absent bad faith, fraud or willful misconduct, the Trustee is hereby exonerated from any and all liability for their acts or omissions that are directed by the Distribution Advisor.

(c) The Board of Directors may remove any Distribution Advisor and may appoint a successor Distribution Advisor. Should there not exist a Distribution Advisor, then a successor or successors shall be appointed by instrument and delivered to the Trustee indicating the new Distribution Advisor by the Board of Directors.

ARTICLE 12

Trust Protector

12.1 Appointment of a Trust Protector. Buffalo CTG LLC is appointed as the Trust Protector of the Trust. The Board of Directors may remove any Trust Protector and may appoint a successor Trust Protector and may specify the date or circumstances upon which the appointment would become effective. In the event that Buffalo CTG LLC fails or ceases to serve as Trust Protector and no successor is named within 30 days, the Board of Directors shall act as successor Trust Protector.

(a) If the Trust Protector fails to qualify or ceases to act, a successor Trust Protector may be appointed by the Board of Directors.

(b) Successor Trust Protector. Any successor Trust Protector has all the rights, duties, powers, discretions, and immunities of the initial Trust Protector.

(c) Limitation on liability. The Trust Protector has no fiduciary responsibility to monitor the actions of the trustee. Except for any matter involving the Trust Protector’s own individual willful misconduct or gross negligence proved by clear and convincing evidence, no Trust Protector incurs any liability by reason of any error of judgment, mistake of law, or action of any kind taken or omitted to be taken if reasonably believed by the Trust Protector to be in accordance with the provisions and intent hereof.

(d) Powers of Trust Protector. The Trust Protector is appointed pursuant to SDCL § 55-1B-6 and shall have the following powers enumerated in SDCL Ch. 55-1B for trust protectors:

(i) Modify or amend the Trust to achieve favorable tax status or respond to changes in the Internal Revenue Code, state law, or the rulings and regulations thereunder; however, no such modification or amendment shall be made that contravenes or violates any applicable laws governing employee benefit plans as those laws affect any party interested in the Trust;

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(ii) Terminate the Trust;

(iii) Divide the Trust into two or more trusts;

(iv) Change situs or governing law of the Trust, or both;

(v) Appoint a successor Trust Protector, subject to the preceding provisions of this paragraph;

(vi) Interpret terms of the Trust at the request of the trustee;

(vii) Veto or direct trust distributions;

(viii) Advise the trustee on matters concerning a beneficiary;

(ix) Amend or modify the Trust to take advantage of laws governing restraints on alienation, distribution of trust property, or the administration of the Trust; and

(x) Provide direction regarding notification of qualified beneficiaries of the Trust pursuant to SDCL § 55-2-13.”

IN WITNESS WHEREOF, the Company and the Trustee have caused this Agreement to be signed, and their seals affixed hereto, by their authorized officers all as of the day, month and year first above written.

COMPUTER TASK GROUP, INCORPORATED
/s/ Peter P. Radetich
By:	Peter P. Radetich
Its:	Senior Vice President & Secretary
Trustee
SOUTH DAKOTA TRUST COMPANY LLC
By:
Its:

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EXHIBIT A

Plans

To be updated

Revised                     

1. Employee welfare benefit plans (as defined in Section 3(1) of ERISA) sponsored or maintained by the Company or its Affiliates.

2. Computer Task Group, Inc.

Employee Stock Purchase Plan

3. Computer Task Group, Inc.

Management Stock Purchase Plan

4. Computer Task Group, Inc.

Executive Supplemental Benefit Plan

5. Computer Task Group, Inc.

Restricted Stock Plan

6. Computer Task Group, Inc.

401(k) Retirement Plan

7. 1991 Computer Task Group, Inc,

8. Computer Task Group, Inc.

Non-Qualified Key Employee Deferred Compensation Plan

9. Other stock based compensation plans for employees or directors of Computer Task Group, Incorporated currently existing or established in the future

EXHIBIT A

Plans

1. Employee welfare benefit plans (as defined in Section 3(1) of ERISA) sponsored or maintained by the Company or its Affiliates.

2. Computer Task Group, Incorporated

Employee Stock Purchase Plan

3. Computer Task Group, Incorporated

Management Stock Purchase Plan

4. Computer Task Group, Incorporated

Executive Supplemental Benefit Plan

5. Computer Task Group, Incorporated

Restricted Stock Plan

6. Computer Task Group, Incorporated

401(k) Retirement Plan

7. 1991 Computer Task Group, Incorporated Stock Option Plan

8. Other stock based compensation plans for employees or directors of Computer Task Group, Incorporated currently existing or established in the future

EXHIBIT B

INITIAL CONTRIBUTION TO TRUST FUND

All property previously transferred to the Trust

EX-10.2

Exhibit 10.2

AGREEMENT OF REPRESENTATION AND INDEMNITY

DATE:

December 3, 2013

PARTIES:

Computer Task Group, Incorporated 700 Delaware Avenue, New York 14209 (the “Company”) South Dakota Trust Company LLC 201 S. Phillips Ave., Ste. 200 Sioux Falls, SD 57104 (the “Trustee”) Buffalo CTG LLC c/o Barrantys LLC 120 W. Tupper St. Buffalo, NY 14201 (the “Investment Advisor,” “Distribution Advisor,” and “Trust Protector” and collectively referred to as the “Advisor/Protector”) Luke T. Jacobs 120. W. Tupper St. Buffalo, NY 14021 (a Member of the Advisor/Protector) Lee C. Wortham 120 W. Tupper St. Buffalo, NY 14201 (a Member of the Advisor/Protector) and Thomas R. Beecher, Jr. 120 W. Tupper St. Buffalo, NY 14201 (a Member and the Manager of the Advisor/Protector)

BACKGROUND:

The Trustee is the trustee of the Company’s Stock Employee Compensation Trust under an Agreement dated May 3,1994 The Advisor/Protector is a Special-Purpose Entity serving as Investment Advisor, Distribution Protector, and Trust Protector of the Trust. Luke T. Jacobs, Lee C. Wortham, and Thomas R. Beecher, Jr., are Members of the Advisor/Protector (collectively referred to as the “Members”) and Thomas R. Beecher, Jr., is also the Manager of the Advisor/Protector. The Company expressly recognizes that the Trustee, Advisor/Protector, Members, and/or Manager could become exposed (with possible personal liability to the individuals) as a result of performing duties under the Trust or by reason of the various offices discussed above to potential legal risks and liabilities,

The Company, Trustee, Advisor/Protector, Members and Manager recognize that the legal risks and potential liabilities associated with lawsuits filed against the Trustee, Advisor/Protector, Members, and Manager could result in substantial expenditure of time, money and energy in defending against such lawsuits.

The Company recognizes that the cost of defending against such lawsuits, whether or not meritorious, is beyond the financial resources of the Trustee, Advisor/Protector, Members and Manager.

The Trustee is willing to continue to serve as Trustee of the Trust and the Advisor/Protector, Members and Manager are willing to continue to serve in their various capacities with respect to the Trust only in consideration of the protection of this agreement.

CONSIDERATION:

In consideration of the foregoing and of the mutual covenants of the parties hereinafter set forth, it is mutually agreed as follows:

COVENANTS:

1. Throughout the term of the Trust, so long as the Trustee serves as Trustee thereunder, the Trustee shall receive an annual Trustee’s fee equal to .05% of the gross fair market value of the Trust assets, which amount shall be calculated based upon the average of the monthly fair market value of the gross Trust assets for such year. For purposes of determining the fair market value of Trust assets, the value of any Company Stock included therein shall be based upon the closing price thereof at the end of any month, together with the amount of any cash or cash equivalents then held as Trust assets, For purposes of determining compensation to the Trustee hereunder, there shall be no deduction for any indebtedness of the Trust, or any fees, costs or expenses paid or payable by the Trustee in connection with administration of the Trust out of Trust assets. The Advisor/Protector shall be entitled to a fee equal to that of the Trustee’s fee and calculated in the same manner as set forth above.

2. In order to induce the Trustee, Advisor/Protector, Members and Managers to accept the appointment as Trustee and serve in their various respective roles under the Trust, the Company hereby represents and warrants to the Trustee, Advisor/Protector, Members and Manager as follows:

(a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of New York.

(b) The Trust, as amended, has been duly formed in accordance with South Dakota law and is not subject to the Employee Retirement Income Security Act of 1974, as amended.

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(c) The Company has the corporate power to execute, deliver and perform the Trust and this Agreement (the “Company Documents”) and all other instruments and documents and take all other action required of it by the Company Documents.

(d) The execution, delivery and performance of the Company Documents by the Company have been duly authorized by all requisite corporate action and will not violate any provision of law, any order of any court or other agency of government, the certificate of incorporation or by-laws of the Company any provision of any material indenture, agreement or other instrument to which the Company is a party, or by which it or any of its properties or assets are bound, or be in conflict with, result in a material breach of or constitute (with due notice and/or lapse of time) material default under any such indenture, agreement or other instrument.

(e) No registration with or consent or approval of, or other action by any federal, state or other governmental court, authority or regulatory body or other person is required in connection with the valid execution, delivery and performance by the Company of the Company Documents or any other instrument or document required thereby or in connection with any of the transactions contemplated thereby, or, if so required, such registration has been made, such consent or approval given or such other appropriate action taken, or will be taken, within any required time period applicable thereto.

(f) There is no action, suit or proceeding at law or in equity or by or before any governmental instrumentality or other agency now pending or threatened against or affecting the Company which questions the execution, delivery or validity of the Company Documents or ability of the Company to consummate the transactions contemplated in the Company Documents.

(g) The Company Documents have been duly executed and delivered by the Company and constitute the legal, valid and binding obligation of the Company, enforceable in accordance with their terms.

(h) The Company has title to and shall deliver good title to all assets being delivered to the Trustee to be held in trust, free and clear of all liens, charges or encumbrances excluding any pledge in favor of the Company.

(i) No representation or warranty contained herein by or on behalf of the Company, nor any statement or certificate furnished hereunder or in connection herewith, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained therein not misleading.

3. The Company covenants with the Trustee, Advisor/Protector, Members and Manager as follows;

(a) The establishment of the Trust, and the transactions contemplated thereby, including the making of any loan by the Company to the Trust for the purposes of acquiring any Trust property, and the terms and conditions of the Trust with respect thereto, do not and will not render the Company insolvent, with an unreasonably small capital, and will not be undertaken to hinder, delay or defraud creditors, The Company shall insure that all property contributed to the Trust is contributed free and clear of all liens, charges or encumbrances or other undue

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restrictions, and the foregoing covenant shall apply whether or not such property is acquired directly by the Company or is acquired by the Trustee on the direction of the Committee described in the Trust excluding any pledge in favor of the Company.

(b) In connection with the Trustee’s duties under the Trust and the various duties of the Advisor/Protector, Members and Manager relative to the Trust, the Trustee will be required to complete and file certain reports, returns and disclosure documents. Provided the Trustee has delivered information in a timely fashion, the Company shall, on behalf of the Trustee, prepare and file all necessary filings required under federal and state securities or other laws, together with all tax returns of the Trust, if any, for review and approval by the Trustee.

(c) At the request of the Trustee, Advisor/Protector, Members and/or Manager in connection with any transaction involving Trust property, whether involving the acquisition or divestiture or distribution thereof, the Trustee, Advisor/Protector, Members and/or Manager shall be entitled to receive a certificate of an officer of the Company as to the continuing validity of this Agreement and the representations, warranties and covenants contained herein, with an updated opinion of counsel with respect to such matters.

4. In order to induce the Trustee, Advisor/Protector, Members and Manager to continue to serve in their various roles with respect to the Trust, the Company agrees that if the Trustee, Advisor/Protector, Members and/or Manager should be made a party or be threatened to be made a party to or be otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, and whether or not one by or in the right of the Company, including an action, suit or proceeding by or in the right of any affiliate (a “Proceeding”), in all cases by reason of the fact that they were a trustee or other advisor of the Trust, they shall be indemnified and held harmless by the Company, against all judgments, fines, ERISA or other excise tax or penalties, amounts paid in settlement and expenses, including attorneys’ fees and disbursements incurred as a result of such Proceeding, or any appeal therein, and such indemnification shall continue if the Trustee, Advisor/Protector, Members, or Manager has ceased to serve in their respective role(s) regarding the Trust and shall inure to the benefit of the Trustee’s, Advisor/Protector’s, Members’ or Manager’s agents, officers, successors, assigns, heirs, executors and administrators; provided, however, that no indemnification will be made with respect to any specific case in which a judgment or other final adjudication adverse to the Trustee, Advisor/Protector, Members and/or Manager establishes that such acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or that the Trustee, Advisor/Protector, Members and/or Manager personally gained in fact a financial profit or other advantage to which such party was not legally entitled, or were the result of gross negligence or wilful misconduct.

5. The right of indemnification conferred herein shall include the right to be paid by the Company the expenses incurred in defending any Proceeding in advance of its final disposition (an “Advancement of Expenses”).

6. If a claim for indemnification hereunder, including a claim for Advancement of Expenses, is not paid in full by the Company or from Trust assets within sixty days after a written claim has been received by the Company, the Trustee, Advisor/Protector, Members or Manager may at any time thereafter bring suit against the Company to recover the unpaid

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amount of the claim. If successful in whole or in part in any such suit, the Trustee, Advisor/Protector, Members or Manager shall be entitled to be paid also the expense of prosecuting or defending such suit. Neither the failure of the Company (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Trustee, Advisor/Protector, Members or Manager is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors, independent legal counsel, or its stockholders) that the Trustee, Advisor/Protector, Members or Manager has not met the applicable standard of conduct, shall create a presumption that the Trustee, Advisor/Protector, Members or Manager has not met the applicable standard or, in the case of such a suit brought by the Trustee, Advisor/Protector, Members or Manager for an Advancement of Expenses hereunder, the burden of proving that the Trustee, Advisor/Protector, Members or Manager is not entitled to be indemnified shall be on the Company.

7. The rights of indemnification and to the Advancement of Expenses conferred hereunder shall not be exclusive of any other right which the Trustee, Advisor/Protector, Members or Manager may have or hereafter acquire under any law, statute, the Trust Agreement, .agreements, or vote of stockholders or disinterested directors or otherwise.

8. The Company may (but shall not be obligated to) maintain insurance, at its expense, to protect itself and the Trustee, Advisor/Protector, Members, and Manager and others against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under the New York Business Corporation Law. The Company shall not be liable to make any payment hereunder to the extent payment is actually made to the Trustee under any such insurance policy. If the Trustee, Advisor/Protector, Members and/or Manager is required to pay any amount that the Company is obligated to pay hereunder except for the exclusion in this subsection, before payment is reasonably expected to be made under the insurance policy, the Company shall promptly advance the amount the Trustee, Advisor/Protector, Members and Manager are required to pay for which the Company is liable hereunder. Any advance by the Company shall be made with the undertaking of the Trustee, Advisor/Protector, Members and Manager which hereby is given, that it shall immediately pay over to the Company, from the funds the Trustee, Advisor/Protector, Members and/or Manager later receive(s) under the insurance policy, an amount equal to the amount which the Company advanced pursuant to this subsection. In addition, upon payment of indemnified amounts under this agreement, the Company shall be subrogated to the Trustee’s, Advisor/Protector’s, Members’ and/or Manager’s rights against any insurance carrier in respect of such indemnified amounts and the Trustee, Advisor/Protector, Members and/or Manager shall execute and deliver any and all instruments and/or documents and do such other acts or things which the Company deems necessary or advisable to secure such rights. The Trustee, Advisor/Protector, Members and Manager shall do nothing to prejudice such rights of recovery or subrogation.

9. If any provision of this agreement is determined by a court to require the Company to do or to fail to do an act which is in violation of applicable law, such provision shall be limited or modified in its application to the minimum extent necessary to avoid a violation of law, and, as so limited or modified, such provision and the balance of this agreement shall be enforceable in accordance with their terms.

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10. This agreement shall bind all successors and assigns of the Company (including any transferee of all or substantially all of its assets and any successor by merger or operation of law) and shall inure to the benefit of the heirs and legal representatives of the Trustee, Advisor/Protector, Members, and Manager.

11. All matters with respect to this agreement, including, without limitation, matters of validity, construction, effect and performance shall be governed by the internal laws of the State of South Dakota applicable to contracts made and to be performed therein between the residents thereof (regardless of the laws which might otherwise be applicable under principles of conflicts of law).

12. All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, telecopier, or when mailed by certified or registered mail, with postage pre-paid.

(a) If to the Trustee to:

South Dakota Trust Company LLC

201 South Phillips Avenue, Suite 200

Sioux Falls, South Dakota 57104

with a copy to:

Mary A. Akkerman, Esq.

Lindquist + Vennum LLP

101 S. Reid St., Ste. 302

Sioux Falls, SD 57103

or to such other person or address which the Trustee shall furnish to the Company in writing pursuant to the above.

(b) If to the Advisor/Protector and/or Members and/or Manager of the Advisor/Protector:

Buffalo CTG LLC

c/o Barrantys LLC

120 W. Tupper St.

Buffalo, NY 14201

or to such other person or address which the Advisor/Protector, Members or Manager of the Advisor/Protector shall furnish to the Company in writing pursuant to the above.

(c) If to the Company to:

Computer Task Group, Incorporated

700 Delaware Avenue

Buffalo, New York 14209

Attention: Vice President and General Counsel

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with a copy to:

Hodgson Russ LLP

The Guaranty Building

140 Pearl Street, Suite 100

Buffalo, New York 14202

or to such other person or address as the Company shall furnish to the Trustee, Advisor/Protector, Members and Manager in writing pursuant to the above.

13. Except for Section 5.5 of the Trust, this agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and there are no other agreements, written or oral, with respect thereto.

IN WITNESS WHEREOF, the parties hereto have executed this agreement the day and year first above written.

COMPUTER TASK GROUP, INCORPORATED

By:

Its:

SOUTH DAKOTA TRUST COMPANY LLC

By:

Its:

BUFFALO CTG LLC

By:

Its:

/s/ Luke T. Jacobs

Luke T. Jacobs, Member of Buffalo CTG LLC

/s/ Lee C. Wortham

Lee C. Wortham, Member of Buffalo CTG LLC

/s/ Thomas R. Beecher, Jr.

Thomas R. Beecher, Jr., Member and Manager of Buffalo CTG LLC

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